Food and Beverage M&A Landscape Winter 2019

Food and Beverage M&A Landscape

Spring 2020 Food and Beverage M&A Landscape | Spring 2020

T a b l e o f M&A Market Overview C o n t e n t s

M&A deal activity in the U.S. and Canadian food and beverage industry saw a slight downtick in the trailing twelve months (TTM) ending March 31, 2020, with 280 deals closing over the period. 2 M&A Market Overview The market witnessed several major transactions through Q4 2019 and Q1 2020, including the acquisition of Rockstar, Inc. by PepsiCo, Inc. for USD 3.9 billion (bn), which was announced on March 11, 2020, as well as the divestiture of a portfolio of wine and spirit brands by Constellation Brands to E. & J. Gallo Winery for USD 1.1 bn, which was reannounced Select Recent U.S. on December 12, 2019, after being amended due to concerns brought 4 Transactions forward by the Federal Trade Commission. For further details, see page 4. M&A activity in the food and beverage sector is still predominately driven by strategic buyers (including companies primarily owned by private Select Recent Canadian equity investors), with strategic transactions representing 81% of total 5 Transactions deal value over the TTM. Of the 280 deals closed over the TTM, 205 (73%) were completed by privately owned buyers.

Overall deal volume in the TTM decreased 6.4%, relative to the 299 deals closed over the TTM ending March 31, 2019. 6 Recent North American M&A Activity by Subsector On March 11, 2020, the WHO declared COVID-19 a pandemic, which was shortly followed by shutdowns and shelter-in-place orders across many municipalities, states and provinces in North America. The pandemic created a massive initial surge in demand for food and beverage staples but also disrupted the way North Americans purchase 15 Public Company Trading and consume food. The resiliency (and necessity) of food and beverage Multiples companies in this challenging environment has meant M&A has seen a lesser slowdown in the space vs. other sectors. There are several reasons to be optimistic that the food and beverage deal activity will be positive in the near, medium and long term, including ample liquidity of strategic players and financial sponsors, and the perception of food and 21 About Our Food and beverage as a safe, defensive haven for PE and lenders looking to Beverage Corporate deploy capital. Finance Practice

Sources: Capital IQ as of March 31, 2020 Note: M&A deal count is defined by a list of subsectors viewed as the best representation of the industry 2 Food and Beverage M&A Landscape | Spring 2020 M&A Market Overview, Continued

Number of Closed Deals (as of March 31, 2020)

97

78 78 80 74 73 76 76 73 74 69 64 65 64 63 62 60 61 54 45

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2015 2016 2017 2018 2019 2020

By Number of Closed Deals (LTM as of March 31, 2020)

Strategic 81% Private Strategic vs. 73% Public vs. Financial Private Buyer Buyer Public 27% Financial 19%

Note: All amounts are listed in USD unless otherwise noted. Includes food and beverage sector deals, where the target was based in North America Source: S&P Global Market Intelligence. Transactions with more than 50% of the company acquired are included in the analysis 3 Food and Beverage M&A Landscape | Spring 2020 Select Recent U.S. Transactions1

PepsiCo, Inc. announced acquisition KKR & Co. Inc. acquired Arnott’s Biscuits Holdings of Rockstar, Inc. and related business of Campbell Soup Company

On March 11, 2020, PepsiCo, Inc. (PepsiCo) announced the On December 23, 2019, KKR & Co. Inc. acquired Arnott’s acquisition of Rockstar, Inc. for USD 3.9 bn. "As we work to be Biscuits from Campbell Soup Company (Campbell) for USD 2.2 more consumer-centric and capitalize on rising demand in the bn. “By applying almost USD 3 bn of divestiture net proceeds to functional beverage space, this highly strategic acquisition will reduce debt, Campbell’s balance sheet will be stronger and enable us to leverage PepsiCo's capabilities to both accelerate capable of supporting our plan to grow our focused and Rockstar's performance and unlock our ability to expand in the differentiated portfolio,” said Mark Clouse, Campbell CEO. category," said Ramon Laguarta , PepsiCo CEO. Cott Corporation acquired Primo Act II Global Acquisition Corp to acquire Water Corporation Flavors Holdings Inc.

On February 28, 2020, Cott Corporation (Cott) acquired Primo On December 19, 2019, Act II Global Acquisition Corp (Act II) Water Corporation (Primo) for USD 778 million (mn) and announced the USD 550 mn acquisition of Flavors Holdings Inc., rebranded to the acquired company’s name. The combination of which manufactures sweeteners and licorice products through its Cott and Primo, along with the recent announcement of Cott’s subsidiaries, MAFCO Worldwide LLC and Merisant Company, evaluation of certain strategic alternatives for its S&D Coffee Inc.. The combined company will be called Whole Earth Brands. and Tea (S&D) business, including a sale of S&D, will transition Irwin Simon, Executive Chairman of Act II, commented, “We are Cott into a pure-play water company. "As Primo and Cott have excited to create Whole Earth Brands, a global, industry-leading been strategic partners for six years, we expect a smooth platform focused on on-trend food products and ingredients.” transition and integration,“ said Tom Harrington, Cott CEO. The Coca-Cola Company acquired E. & J. Gallo Winery amends acquisition of wine fairlife, LLC and spirit brands of Constellation Brands Inc.

On January 3, 2020, The Coca-Cola Company (Coca-Cola) On December 12, 2019, E. & J. Gallo Winery announced it would acquired the remaining stake in fairlife, LLC (fairlife) for USD 1.7 amend its acquisition of certain wine and spirit brands of bn from its joint venture partner, Select Milk Producers. “We are Constellation Brands, Inc. in response to concerns raised by the excited for the next chapter of fairlife’s growth and innovation Federal Trade Commission. The amended transaction does not and look forward to continuing to work with our partners across include several brands in the sparkling wine, brandy, dessert the Coca-Cola system to meet fast-changing consumer needs wine and concentrate categories. The value of the transaction in [the value-added dairy products] category,” said fairlife CEO has been reduced from USD 1.7 bn to USD 1.1 bn. Tim Doelman. 1 Largest deals closed or announced over the past six months, based on implied enterprise value, excluding bankruptcy sales 4 Sources: S&P Global Market Intelligence, Mergermarket, company press releases and various news sources (e.g., Newswire, PR Newswire, GlobeNewswire) Food and Beverage M&A Landscape | Spring 2020 Select Recent Canadian Transactions1

Mondelēz International, Inc. acquired Labatt Brewing Company Limited acquired Give and Go Prepared Foods Corp. G&W Distilling Inc.

On April 1, 2020, Mondelēz International, Inc. acquired Give On January 27, 2020, Labatt Brewing Company Limited (Labatt), and Go Prepared Foods Corp. from Thomas H. Lee Partners, Canadian subsidiary of Anheuser-Busch InBev SA/NV, acquired L.P. for an undisclosed amount. “As we continue to establish the British Columbia distillery, G&W Distilling Inc. (G&W Distilling) foundations in fast-growing snacking adjacencies, this is an “The ready-to-drink category in Canada has grown by double important acquisition for our company that supports our digits in recent years,” said Labatt President Kyle Norrington ambition to lead the future of snacking,” said Glen Walter, regarding G&W Distilling’s canned Nutrl vodka product and other Executive Vice President and President, North America for spirits and mixed drinks. The vodka soda market, in particular, Mondelēz International, Inc. saw triple-digit growth over the past three years, he added. Arterra Wines Canada, Inc. acquired Hostess Brands, Inc. acquired Voortman Sandbanks Estate Winery Inc. Cookies Limited

On February 24, 2020, Arterra Wines Canada, Inc. closed the On January 3, 2020, Hostess Brands, Inc. (Hostess) closed the acquisition of popular Prince Edward County, Ontario wine- acquisition (previously announced on December 2, 2019) of producer, Sandbanks Estate Winery Inc. (Sandbanks) for an Swander Pace Capital portfolio company, Voortman Cookies undisclosed valuation. “I’m immensely proud to add Sandbanks Limited (Voortman) at an implied enterprise value multiple of 16.0x into our portfolio of wines and we look forward to working with EBITDA. “We expect the combination of Hostess’ lean, proven Catherine (Sandbanks founder) to expand her vision and operating model and Voortman’s brand and adjacent category leverage her strength as an industry pioneer and grow the position, will result in meaningful cost savings and growth brands for years to come,” said Jay Wright, President and opportunities,” said Hostess CEO Andy Callahan. CEO, Arterra Wines Canada, Inc. STIR Foods, LLC acquired Lassonde Industries Inc. acquired Celtrade Canada Inc Sun-Rype Products Ltd.

On February 18, 2020, Wind Point Partners, LLC (Wind Point) On January 3, 2020, Lassonde Industries Inc. closed the portfolio company, STIR Foods, LLC (Stir), acquired Celtrade acquisition of Sun-Rype Products Ltd. (previously announced on Canada Inc. (Celtrade), marking its third acquisition since it was October 29, 2019) at a multiple of 12.3x EBITDA, for an implied acquired by Wind Point. “The acquisition of Celtrade has enterprise value of CAD 110.3 mn. “This transaction is part of our become a key component of our value creation plan and boosts strategy of constant and measured growth and will strengthen our Stir’s ability to serve our customers with an enhanced culinary presence in the Canadian and U.S. markets,” said Nathalie staff and a more diversified geographic footprint,” said Joe Lassonde, CEO of Lassonde Industries Inc. Lawler, Managing Director at Wind Point. 1 Deals closed over the past six months, selected based on subjectively being representative of recent market activity, excluding bankruptcy sales 5 Sources: S&P Global Market Intelligence, Mergermarket, company press releases and various news sources (e.g., Newswire, PR Newswire, GlobeNewswire) Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity by Subsector

Food and Beverage Subsector Definitions Deals by Subsector (LTM as of March 31, 2020)

Bakery: Production and distribution of baked goods

Better-For-You: Produce Ingredients Differentiated food products with health benefits 12% 7%

Confectionery/Snacks: Bakery Chocolate, candy, nuts and other convenient snack foods 8% Confectionery/Snacks 9% General: Conglomerates and general food businesses Non-Alcoholic Beverages Dairy: 9%

Production and distribution of dairy or dairy by-products, Protein Producers Food such as cheese or yogurt 11% By Sector

Ingredients: Goods used in the production of other food-related items

Produce: Specialty-Pet Fresh produce or other agricultural products 4% Alcoholic Beverages 19%

Protein Producers: Better-For-You Meat and seafood producers and distributors 4% Dairy 4% General Specialty-Pet: 13% Pet food producers, distributors and retailers

Non-Alcoholic Beverages: Beverages that do not contain alcohol

Alcoholic Beverages:

Beverages Wine, beer and spirits

Source: Capital IQ as of March 31, 2020. Note: M&A deal count is defined by a list of subsectors viewed as the best representation of the industry 6 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Bakery Better-For-You Confectionery/Snacks Confectionery/Snacks (USD in millions)

Date Closed April 1, 2020 November 7, 2019 Announced January 3, 2020 October 25, 2019

Give and Go Prepared Outer Galactic Chocolates Warnock Food Products Target Quest Nutrition, LLC Voortman Cookies Limited Foods Corp. LLC Inc.

Target Location CA US US CA US

Give and Go Prepared Warnock Food Products Foods Corp. manufactures Outer Galactic Chocolates Quest Nutrition, LLC Inc. produces organic, non- Target Business and sells frozen and thaw- LLC produces dark Voortman Cookies Limited produces and markets GMO, gluten-free, kosher, Description and-sell baked goods to chocolate and milk produces and sells cookies. protein bars. whole grain and peanut-free retailers and foodservice chocolate. snacks. operators in globally.

Atkins Nutritionals Mendo Distribution and Acquirer Mondelez International Inc. Hostess Brands, Inc. Calbee North America, LLC Holdings, Inc. Transportation, LLC

EV: USD 319.8 Financial Metrics LTM Rev.:$500.0 EV: USD 1,000.0 EV: USD 0.5 LTM EBITDA: USD 20.0 LTM Rev.: USD 41.7 (Where Disclosed) EV/EBITDA: 16.0x

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 7 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Confectionery/Snacks General General (USD in millions)

Date Closed October 21, 2019 October 9, 2019 January 31, 2020 January 3, 2020 January 1, 2020

The direct store delivery Produits Alimentaires Target (DSD) snacks business of popchips, inc. Sun-Rype Products Ltd. Fruitsmart, Inc. Berthelet, Inc. Conagra Brands, Inc.

Target Location US US CA CA US

The DSD business of Fruitsmart, Inc. processes Conagra Brands, Inc. Sun-Rype Products Ltd. Produits Alimentaires fruits and vegetables, and includes the Tim’s® engages in the Target Business popchips, inc. produces Berthelet, Inc. supplies juices, Cascade Snacks, manufacture, marketing and Description and supplies snacks. manufactures dehydrated concentrates, blends, Hawaiian® Snacks, sale of fruit-based food and food products. purees, fibers and seed Erin’s®, Snyder® of Berlin beverages. powders. and Husman’s® brands.

Lassonde Pappas and Acquirer Utz Quality Foods, LLC Velocity Snack Brands Solina Group SAS Company, Inc.; A. Universal Corporation Lassonde Inc.

Financial Metrics EV: USD 140.0 LTM Rev.: USD 49.8 LTM Rev.: USD 37.8 EV: USD 84.3 EV: USD 105.0 (Where Disclosed)

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 8 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

General Dairy Ingredients (USD in millions)

Date Closed December 23, 2019 December 13, 2019 Announced January 3, 2020 Announced

Arnott’s Biscuits Holdings, Campbell Hong Kong and The U.S. ice cream Target Zumbro River Brand, Inc. fairlife, LLC Flavors Holdings Inc. related business of business of Nestlé S.A. Campbell Soup Company

Target Location US US US US US

The portfolio being sold Zumbro River Brand, Inc., a Flavors Holdings Inc., includes Arnott’s Biscuits, The U.S. ice cream contract food manufacturer, through its subsidiary, Target Business as well as several other business of Nestlé S.A. fairlife, LLC provide dairy engages in producing and manufactures and markets Description Campbell brands in several comprises ice cream products. packaging food ingredients tabletop sweeteners under countries in Asia, as well manufacturing operations. and finished products. Equal and Canderel brands. as Australia.

SensoryEffects Flavor Act II Global Acquisition Acquirer KKR & Co. Inc. Froneri International Limited The Coca-Cola Company Company Corp.

EV: USD 2,200.0 Financial Metrics EV: USD 52.0 LTM Rev.: USD 1,800.0 EV: USD 1,704.3 EV: USD 511.0 EV/EBITDA: 6.5x (Where Disclosed)

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 9 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Ingredients Produce (USD in millions)

Date Closed January 2, 2020 December 18, 2019 Announced February 14, 2020 November 12, 2019

Profile Food Ingredients, Armstrong Produce, Target EnviroFlight, LLC Artisan Growers Ltd. SFFI Company, Inc. LLC Ltd./Kula Produce Co., Ltd.

Target Location US US CA US US

SFFI Company, Inc. (DBA: Simply Fresh Fruit) EnviroFlight, LLC produces Profile Food Ingredients, Armstrong Produce, Ltd. Artisan Growers Ltd. processes and supplies a Target Business sustainable insect-based LLC produces dry stabilizer and Kula Produce Co., Ltd. cultivates and supplies craft line of fresh-cut fruits Description ingredients for animals and and emulsifier blends for produce and sell fruits and mushrooms. primarily serving the plants. the food industry. vegetables. foodservice and hospitality markets.

Renaissance Food Group, Acquirer Darling Ingredients Inc. Mantrose-Haeuser Co. Inc. Champignon Brands Inc. FreshPoint, Inc. LLC

Financial Metrics EV: USD 24.4 LTM Rev.: USD 25.0 EV: USD 2.0 LTM Rev.: USD 30.0 LTM Rev.: USD 155.0 (Where Disclosed)

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 10 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Protein Protein (USD in millions)

Date Closed April 15, 2020 April 6, 2020 March 3, 2020 March 2, 2020 February 3, 2020

Certain Facilities and Bavarian Meat Products, Cambridge Packing Target Grieg NL Seafarms Ltd. Brands of Empire Packing Sadler's Smokehouse, Ltd. Inc. Company, Inc. Company, L.P.

Target Location CA US US US US

The transaction comprises Grieg NL Seafarms Ltd. Cambridge Packing five production facilities and Bavarian Meat Products, Sadler's Smokehouse, Ltd. Target Business constructs and operates Company, Inc. the Ledbetter branded retail Inc. produces and sells processes and sells pit- Description salmon hatcheries to manufactures beef, poultry, products of Empire Packing meat products. smoked meats. produce farmed fish. pork and seafood products. Company, L.P.

JBS USA Food Company, Premium Brands Holdings Acquirer Grieg Seafood ASA Hormel Foods Corporation The Chefs’ Warehouse, Inc. LLC Corporation

Financial Metrics EV: USD 168.5 EV: USD 238.0 LTM Rev.: USD 1.1 EV: USD 270.0 EV: USD 20.0 (Where Disclosed)

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 11 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Protein Specialty-Pet (USD in millions)

Date Closed December 31, 2019 October 20, 2019 December 19, 2019 November 4, 2019

International Dehydrated Target HyLife Ltd. Mahard Egg Farm, Inc. Halo, Purely For Pets, Inc. Foods, Inc./American Dehydrated Foods, Inc.

Target Location CA US US US

Mahard Egg Farm, Inc. International Dehydrated HyLife Ltd. produces and Halo, Purely For Pets, Inc. Target Business engages in commercial Foods, Inc. and American distributes pork products produces and markets pet Description shell egg production, Dehydrated Foods, Inc. worldwide. care products. processing and distribution. produce pet food.

Charoen Pokphand Foods Acquirer Cal-Maine Foods, Inc. Better Choice Company Inc. Symrise AG Public Company Limited

EV: USD 900.0 EV: USD 47.0 LTM Rev.: USD 220.0 Financial Metrics EV: USD 744.4 EV: USD 46.5 LTM Rev.: USD 33.4 LTM EBITDA: USD 51.0 (Where Disclosed) EV/Rev.: 1.4x EV/Rev.: 4.1x EV/EBITDA: 17.6x EBITDA Margin: 23.2%

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 12 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Non-Alcoholic Beverages (USD in millions)

Date Closed April 24, 2020 February 28, 2020 February 28, 2020 January 2, 2020 December 27, 2019

Arizona Production & Target Rockstar, Inc. Primo Water Corporation S&D Coffee, Inc. Country Pure Foods, Inc. Packaging LLC

Target Location US US US US US

Primo Water Corporation, S&D Coffee, Inc. is Arizona Production & together with its Rockstar, Inc. produces engaged in roasting, Packaging LLC, also known Country Pure Foods, Inc. subsidiaries, provides multi- Target Business energy drinks for people blending, and supplying as AZPack, provides produces, processes and gallon purified bottled water, Description with active lifestyles ranging coffee, iced tea, and contract-based beverage distributes juice products self-service refill water and from athletes to rockstars. extracts for customers in manufacturing, bottling and and other beverages. water dispensers in the the U.S. and Canada. co-packaging services. U.S. and Canada.

Cott Corporation (nka:Primo Westrock Coffee Company, Blue Point Capital Partners, Acquirer PepsiCo, Inc. Refresco Group B.V. Water Corporation) LLC LLC

EV: USD 778.2 LTM Rev.: USD 307.2 Financial Metrics EV: USD 4,550.0 LTM EBITDA: USD 47.3 EV: USD 405.0 EV: USD 110.0 LTM Rev.: USD 256.0 (Where Disclosed) EV/Rev.: 2.5x EV/EBITDA: 16.5x EBITDA Margin: 15.4%

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 13 Food and Beverage M&A Landscape | Spring 2020 Recent North American M&A Activity1

Alcoholic Beverages (USD in millions)

Date Closed December 31, 2019 November 8, 2019 October 9, 2019

Target Toogood Estate Winery, Inc. Southern Cliff Brands Inc. Castle Brands Inc.

Target Location US CA US

Castle Brands Inc., together with its Southern Cliff Brands Inc., subsidiaries, develops, Toogood Estate Winery, Target Business trading as Pommies Cider markets, imports and sells Inc. produces and sells Description Co., manufactures and alcoholic and non-alcoholic wine. distributes cider. beverage products in the U.S., Canada, Europe and Asia.

Acquirer The Mittelstaedt Family Valens GroWorks Corp. Pernod Ricard SA

EV: USD 276.1 LTM Rev.: USD 89.0 Financial Metrics EV: USD 2.4 EV: USD 6.1 LTM EBITDA: USD 4.5 (Where Disclosed) EV/Rev.: 3.1x EV/EBITDA: NM EBITDA Margin: 5.1%

1 Includes majority acquisitions and mergers with disclosed financial details. Excludes bankruptcy sales. Source: S&P Global Market Intelligence as of March 31, 2020 14 Food and Beverage M&A Landscape | Spring 2020 Public Company Trading Multiples

EV/LTM EBITDA Median Multiples by Subsector as of April 30, 2020

25.6x Median

17.2x 15.9x 15.5x 14.2x 12.0x 12.7x 12.0x 10.4x 12.7x

9.0x 8.8x

Dairy

Bakery

General

Produce

Protein

Alcoholic

Producers

Beverages

Snacks

Ingredients

Beverages

Specialty-Pet

Non-Alcoholic

Confectionery/ Better-For-You

EV/LTM EBITDA Median Multiples – Food and Beverage Subsectors as of April 30, 2020

5-year median 21.0x 20.2x 18.2x 17.2x 18.2x 16.2x 16.5x 14.8x 14.3x 14.2x 13.5x 13.3x 14.8x 13.0x 12.7x 12.2x 12.0x 12.1x 10.4x 11.1x 11.1x 11.0x 12.7x 11.1x

Confectionery/ Bakery Better-For-You General Snacks

Note: Sector constituents based on selected comparable companies; certain periods exclude outliers based on Duff & Phelps analysis; EBITDA does not reflect adjustments for extraordinary items EV = Enterprise Value = Market Capitalization + Total Debt + Preferred Equity – Cash and Short-Term Investments. LTM = last 12 months. Source: S&P Global Market Intelligence 15 Food and Beverage M&A Landscape | Spring 2020 Public Company Trading Multiples

EV/LTM EBITDA Median Multiples – Food and Beverage Subsectors as of April 30, 2020

5-year median 18.1x 17.4x 16.4x 16.6x 15.9x 15.9x 16.4x 15.3x 14.7x 14.3x 14.5x 14.5x 14.3x 14.5x 13.5x 11.9x 12.0x 11.3x 9.8x 10.0x 9.0x 9.1x 8.8x 10.0x

Dairy Ingredients Produce Protein Producers

25.6x 23.4x

16.7x 16.5x 17.2x 16.2x 15.5x 15.7x 14.2x 17.2x 16.2x 13.2x 11.3x 11.8x 9.7x 10.4x 8.9x 10.4x

Specialty-Pet Non-Alcoholic Beverages Alcoholic Beverages

Note: Sector constituents based on selected comparable companies; certain periods exclude outliers based on Duff & Phelps analysis; EBITDA does not reflect adjustments for extraordinary items EV = Enterprise Value = Market Capitalization + Total Debt + Preferred Equity – Cash and Short-Term Investments. LTM = last 12 months. Source: S&P Global Market Intelligence 16 Food and Beverage M&A Landscape | Spring 2020 Select Public Company Operating and Trading Statistics

5-Year Revenue Growth Rate (CAGR)1 – Range and Median (as of April 30, 2020)*

24.5% 20.6%

12.4% 10.4% 10.7% 11.3% 8.8% 6.3% 7.0% 6.7% 1.5% 5.7% 5.0% 2.7% 3.0% 1.3% 1.8% 2.1% -0.2% 0.8% 1.9% 2.0% -0.2% -1.9% -4.1% -4.7% -4.2% -5.5% -6.4% -5.3%

Enterprise Value/LTM EBITDA (by sector)1 – Range and Median (as of April 30, 2020)*

26.3x 22.0x 23.2x 20.6x 20.5x 19.3x 19.4x 17.0x 20.3x 17.3x 14.2x 11.7x 14.3x 13.3x 12.9x 11.2x 11.7x 11.1x 14.0x 8.5x 10.8x 11.6x 7.9x 7.5x 7.2x 6.9x 7.3x 7.3x 5.0x 6.0x

*Specialty-Pet companies were excluded due to insufficient data 1 The values above represent high, median and low data points for each category as of April 30, 2020 17 Source: S&P Global Market Intelligence Food and Beverage M&A Landscape | Spring 2020 Public Company Trading Statistics

(USD in millions, except per share data) 30-Apr-20 % of Operating Metrics (LTM) Enterprise Value as a Multiple of Stock 52-Wk Market Enterprise Revenue EBITDA Ret. on Net Debt/ Revenue EBITDA Company HQ Price High Cap. Value Revenue CAGR, 5-Yr. Margin Assets Assets EBITDA LTM 2020E 2021E LTM 2020E 2021E

Bakery George Weston Limited CA 71.10 87% 10,919 29,275 35,621 1.9% 9.8% 33,161 4.0% 4.1x 0.8x 0.8x 0.8x 8.4x 7.7x 7.2x Flowers Foods, Inc. U.S. * 22.28 89% 4,714 5,987 4,124 1.9% 12.1% 3,178 5.7% 3.2x 1.5x 1.4x 1.4x 12.0x 13.3x 13.1x Hostess Brands, Inc. U.S. 12.02 81% 1,481 2,278 908 10.4% 19.8% 3,098 2.7% 4.0x 2.5x 2.3x 2.2x 12.7x 9.8x 9.1x

Median 87% 4,714 5,987 4,124 1.9% 12.1% 3,178 4.0% 4.0x 1.5x 1.4x 1.4x 12.0x 9.8x 9.1x Mean 85% 5,705 12,513 13,551 4.7% 13.9% 13,146 4.1% 3.8x 1.6x 1.5x 1.5x 11.0x 10.3x 9.8x

Better-For-You The Hain Celestial Group, Inc. U.S. 25.84 91% 2,697 3,077 2,239 -1.9% 8.0% 2,285 2.7% 2.3x 1.4x 1.5x 1.5x 17.2x 16.2x 14.4x The Simply Good Foods Company U.S. 18.85 60% 1,798 2,404 658 NA 17.9% 2,001 4.2% 5.3x 3.7x 2.8x 2.5x 20.4x 15.5x 13.0x SunOpta Inc. CA 2.82 62% 249 854 1,190 1.5% 4.5% 923 0.0% 16.3x 0.7x 0.7x 0.7x 16.1x 11.8x 10.0x

Median 62% 1,798 2,404 1,190 -0.2% 8.0% 2,001 2.7% 5.3x 1.4x 1.5x 1.5x 17.2x 15.5x 13.0x Mean 71% 1,581 2,112 1,362 -0.2% 10.1% 1,737 2.3% 7.9x 1.9x 1.7x 1.5x 17.9x 14.5x 12.5x

Confectionery/Snacks Mondelez International, Inc. U.S. 51.44 86% 73,429 91,745 26,037 -4.8% 24.3% 63,598 4.0% 3.6x 3.5x 3.5x 3.4x 14.5x 17.5x 16.5x The Hershey Company U.S. 132.43 82% 27,547 31,746 8,007 1.4% 24.7% 8,855 12.3% 2.2x 4.0x 4.0x 3.9x 16.0x 16.0x 15.1x Post Holdings, Inc. U.S. 91.85 81% 6,421 12,575 5,727 12.4% 19.3% 11,944 4.1% 5.5x 2.2x 2.2x 2.1x 11.4x 10.6x 9.9x J & J Snack Foods Corp. U.S. 127.03 65% 2,399 2,255 1,194 4.7% 13.6% 1,078 6.3% NA 1.9x 2.4x 2.2x 13.9x 29.9x 18.8x Tootsie Roll Industries, Inc. U.S. 35.13 89% 2,348 2,154 527 -0.6% 19.3% 978 5.3% NA 4.1x NA NA 21.2x NA NA John B. Sanfilippo & Son, Inc. U.S. 82.13 76% 948 1,013 893 0.6% 10.7% 431 11.3% 0.7x 1.1x 1.1x 1.1x 10.7x NA NA

Median 82% 4,410 7,415 3,460 1.0% 19.3% 4,967 5.8% 2.9x 2.9x 2.4x 2.2x 14.2x 16.7x 15.8x Mean 80% 18,849 23,581 7,064 2.3% 18.6% 14,481 7.2% 3.0x 2.8x 2.6x 2.5x 14.6x 18.5x 15.1x

General The Kraft Heinz Company U.S. 30.33 91% 37,058 64,547 25,175 18.9% 30.8% 104,073 3.2% 4.3x 2.6x 2.6x 2.6x 8.3x 11.0x 11.1x General Mills, Inc. U.S. 59.89 97% 36,302 50,557 16,765 -1.0% 23.0% 30,249 6.3% 3.7x 3.0x 2.9x 3.0x 13.1x 13.8x 14.0x Kellogg Company U.S. 65.50 92% 22,445 30,988 13,468 -1.3% 17.3% 18,240 5.9% 3.7x 2.3x 2.3x 2.3x 13.3x 14.2x 13.9x Conagra Brands, Inc. U.S. 33.44 94% 16,288 26,551 10,380 -4.1% 20.8% 22,202 4.7% 5.0x 2.6x 2.4x 2.5x 12.3x 12.2x 12.1x Campbell Soup Company U.S. 49.98 87% 15,081 21,112 8,078 -0.6% 19.6% 11,654 5.7% 4.2x 2.6x 2.5x 2.6x 13.3x 12.3x 12.6x The J. M. Smucker Company U.S. 114.91 89% 13,104 18,773 7,611 6.8% 22.4% 16,636 4.4% 3.5x 2.5x 2.4x 2.4x 11.0x 11.2x 11.2x TreeHouse Foods, Inc. U.S. 51.73 85% 2,911 5,062 4,289 7.8% 11.9% 5,139 2.9% 4.7x 1.2x 1.2x 1.2x 9.9x 10.0x 9.8x Lancaster Colony Corporation U.S. 134.63 81% 3,704 3,530 1,337 4.3% 16.5% 993 11.7% NA 2.6x 2.7x 2.6x 16.0x 16.0x 15.1x Premium Brands Holdings Corporation CA 60.44 82% 2,261 3,209 2,789 24.5% 8.1% 2,245 4.4% 4.9x 1.2x 1.2x 1.1x 14.2x 15.0x 12.9x B&G Foods, Inc. U.S. 19.42 76% 1,244 3,154 1,697 14.4% 19.4% 3,319 5.0% 6.0x 1.9x 1.9x 1.9x 9.6x 10.1x 10.3x

Median 88% 14,093 19,942 7,845 5.5% 19.5% 14,145 4.9% 4.3x 2.5x 2.4x 2.5x 12.7x 12.2x 12.4x Mean 87% 15,040 22,748 9,159 7.0% 19.0% 21,475 5.4% 4.4x 2.2x 2.2x 2.2x 12.1x 12.6x 12.3x

Definitions CAGR: Compound annual growth rate EBITDA: Earnings before interest, taxes, depreciation and amortization. EBITDA does not reflect adjustments for extraordinary items. Enterprise Value: Market capitalization + total debt + preferred equity + minority interest – cash and short-term investments LTM: Last 12 months

Source: S&P Global Market Intelligence as of April 30, 2020. Companies selected based on being most representative of their specific industry group 18 *HQ was relocated to Cayman Islands, but the company is still U.S.-based for operational purposes Food and Beverage M&A Landscape | Spring 2020 Public Company Trading Statistics

(USD in millions, except per share data) 30-Apr-20 % of Operating Metrics (LTM) Enterprise Value as a Multiple of Stock 52-Wk Market Enterprise Revenue EBITDA Ret. on Net Debt/ Revenue EBITDA Company HQ Price High Cap. Value Revenue CAGR, 5-Yr. Margin Assets Assets EBITDA LTM 2020E 2021E LTM 2020E 2021E

Dairy Saputo Inc. CA 25.20 76% 10,298 13,341 11,150 6.3% 9.8% 10,162 5.5% 3.1x 1.2x 1.3x 1.2x 12.2x 12.5x 11.5x Lifeway Foods, Inc. U.S. 2.66 56% 41 41 94 -4.7% 2.2% 57 -2.1% NA 0.4x NA NA 19.7x NA NA

Median 66% 5,170 6,691 5,622 0.8% 6.0% 5,110 1.7% 3.1x 0.8x 1.3x 1.2x 15.9x 12.5x 11.5x Mean 66% 5,170 6,691 5,622 0.8% 6.0% 5,110 1.7% 3.1x 0.8x 1.3x 1.2x 15.9x 12.5x 11.5x

Ingredients Archer-Daniels-Midland Company U.S. 37.14 79% 20,631 28,559 64,322 -3.8% 5.4% 48,395 2.2% 3.4x 0.4x 0.4x 0.4x 8.2x 9.5x 8.3x McCormick & Company, Incorporated U.S. 156.84 90% 20,845 25,259 5,328 4.6% 22.1% 10,492 6.0% 3.9x 4.7x 4.7x 4.6x 21.4x 22.1x 21.5x International Flavors & Fragrances Inc. U.S. 131.03 86% 13,994 18,177 5,140 10.7% 22.6% 13,287 3.8% 3.7x 3.5x 3.5x 3.4x 15.6x 16.3x 15.2x Bunge Limited U.S. 39.67 67% 5,639 11,879 41,140 -6.4% 5.8% 18,317 3.1% 3.4x 0.3x 0.3x 0.3x 4.9x 8.5x 7.9x Ingredion Incorporated U.S. 81.20 82% 5,444 7,206 6,216 2.0% 16.0% 5,952 7.4% 2.0x 1.2x 1.2x 1.2x 7.2x 8.3x 7.6x Balchem Corporation U.S. 89.24 78% 2,884 3,076 661 2.0% 23.5% 1,162 6.2% 1.2x 4.7x 4.5x 4.2x 19.8x 19.9x 17.8x Sensient Technologies Corporation U.S. 47.79 64% 2,024 2,609 1,326 -1.5% 16.4% 1,693 5.4% 2.8x 2.0x 2.1x 2.1x 12.0x 12.8x 11.8x

Median 79% 5,639 11,879 5,328 2.0% 16.4% 10,492 5.4% 3.4x 2.0x 2.1x 2.1x 12.0x 12.8x 11.8x Mean 80% 10,209 13,823 17,733 1.1% 16.0% 14,185 4.9% 2.9x 2.4x 2.4x 2.3x 12.8x 13.9x 12.9x

Produce Lamb Weston Holdings, Inc. U.S. 61.36 64% 8,961 11,359 3,949 NA 23.5% 3,466 12.9% 2.8x 2.9x 3.1x 3.2x 12.3x 13.9x 14.3x Fresh Del Monte Produce Inc. U.S. 28.51 73% 1,360 2,218 4,453 2.4% 6.3% 3,396 1.4% 4.4x 0.5x 0.5x 0.5x 7.8x 12.4x 9.8x Calavo Growers, Inc. U.S. 58.00 58% 1,022 1,120 1,211 8.4% 4.6% 471 7.7% 1.5x 0.9x 0.9x 0.8x 20.3x 14.7x 11.6x Lassonde Industries Inc. CA 101.36 71% 703 942 1,294 7.3% 9.5% 1,010 4.9% 1.8x 0.7x 0.7x 0.7x 7.7x 7.3x 7.0x Seneca Foods Corporation U.S. 35.98 86% 329 648 1,290 -0.2% 7.0% 933 2.6% 4.7x 0.5x NA NA 7.1x NA NA Rogers Sugar Inc. CA 3.37 76% 351 603 574 9.0% 11.7% 581 5.5% 3.9x 1.1x 1.1x 1.1x 9.0x 9.1x 8.6x Landec Corporation U.S. 11.15 89% 325 529 587 2.2% 3.0% 550 -0.7% 18.1x 0.9x 0.9x 0.9x 30.5x 17.2x 12.9x

Median 73% 703 942 1,290 4.8% 7.0% 933 4.9% 3.9x 0.9x 0.9x 0.9x 9.0x 13.1x 10.7x Mean 74% 1,864 2,489 1,908 4.9% 9.4% 1,487 4.9% 5.3x 1.1x 1.2x 1.2x 13.5x 12.4x 10.7x

Source: S&P Global Market Intelligence as of April 30, 2020; for definitions, refer to page 18 19 Food and Beverage M&A Landscape | Spring 2020 Public Company Trading Statistics

(USD in millions, except per share data) 30-Apr-20 % of Operating Metrics (LTM) Enterprise Value as a Multiple of Stock 52-Wk Market Enterprise Revenue EBITDA Ret. on Net Debt/ Revenue EBITDA Company HQ Price High Cap. Value Revenue CAGR, 5-Yr. Margin Assets Assets EBITDA LTM 2020E 2021E LTM 2020E 2021E

Protein Producers Tyson Foods, Inc. U.S. 62.19 66% 22,657 34,598 43,472 1.4% 9.1% 33,890 5.2% 3.0x 0.8x 0.8x 0.8x 8.8x 9.3x 7.8x Hormel Foods Corporation U.S. 46.85 91% 25,195 24,839 9,521 0.1% 14.0% 8,290 8.5% NA 2.6x 2.6x 2.5x 18.7x 17.9x 17.1x Pilgrim’s Pride Corporation U.S. 22.00 65% 5,428 7,859 11,759 6.4% 9.3% 7,252 5.8% 2.6x 0.7x 0.6x 0.6x 7.2x NM NM Beyond Meat, Inc. U.S. 98.99 41% 6,122 5,877 355 NA 6.3% 492 2.7% NA 16.6x 12.8x 8.6x NA NA NA Seaboard Corporation U.S. 3,011.10 65% 3,495 3,954 6,980 1.6% 7.1% 6,155 2.0% 1.4x 0.6x NA NA 7.9x NA NA Sanderson Farms, Inc. U.S. 136.14 76% 3,027 3,179 3,520 4.3% 5.2% 1,861 1.5% 0.8x 0.9x 0.9x 0.8x 17.2x 22.9x 8.3x Maple Leaf Foods Inc. CA 18.53 72% 2,278 2,928 2,862 4.7% 5.2% 2,593 0.9% 5.1x 1.0x 1.0x 0.9x 19.5x 11.3x 9.0x Cal-Maine Foods, Inc. U.S. 41.51 89% 2,025 1,880 1,179 -5.3% -3.2% 1,117 -5.3% 3.4x 1.6x 1.4x 1.3x NM 18.9x 11.8x Clearwater Seafoods Incorporated CA 3.67 82% 239 544 475 6.7% 17.7% 553 5.6% 3.9x 1.1x 1.2x 1.2x 6.5x 6.9x 6.5x High Liner Foods Incorporated CA 4.59 53% 153 482 942 -2.2% 7.6% 820 3.8% 5.2x 0.5x 0.5x 0.5x 6.7x 5.7x 5.6x Bridgford Foods Corporation U.S. 18.22 48% 165 186 190 7.0% 6.3% 130 4.0% 1.7x 1.0x NA NA 15.6x NA NA

Median 66% 3,027 3,179 2,862 2.9% 7.1% 1,861 3.8% 3.0x 1.0x 1.0x 0.9x 8.8x 11.3x 8.3x Mean 68% 6,435 7,848 7,387 2.5% 7.7% 5,741 3.2% 3.0x 2.5x 2.4x 1.9x 12.0x 13.3x 9.5x

Specialty-Pet Freshpet, Inc. U.S. 75.41 93% 3,035 3,090 261 22.6% 7.1% 431.97 0.0% NA 11.8x 5.7x 5.1x NA 23.1x 17.9x Central Garden & Pet Company U.S. 32.94 95% 1,826 2,076 2,404 8.2% 8.3% 2,135 4.5% 1.8x 0.9x 0.9x 0.8x 10.4x 10.3x 10.0x

Median 94% 2,431 2,583 1,333 15.4% 7.7% 1,284 2.3% 1.8x 6.3x 3.3x 3.0x 10.4x 16.7x 13.9x Mean 94% 2,431 2,583 1,333 15.4% 7.7% 1,284 2.3% 1.8x 6.3x 3.3x 3.0x 10.4x 16.7x 13.9x

Non-Alcoholic Beverages The Coca-Cola Company U.S. 45.89 76% 197,093 231,507 37,173 -4.2% 36.4% 94,013 7.3% 2.7x 6.2x 7.0x 6.4x 17.1x 21.6x 19.2x PepsiCo, Inc. U.S. 132.29 90% 183,552 213,642 68,158 0.6% 19.8% 85,062 8.3% 2.4x 3.1x 3.2x 3.0x 15.8x 16.5x 14.9x Keurig Dr Pepper Inc. U.S. 26.46 83% 37,233 52,309 11,229 NA 30.0% 48,843 3.3% 4.6x 4.7x 4.6x 4.4x 15.5x 14.4x 13.3x Monster Beverage Corporation U.S. 61.81 88% 32,546 31,245 4,201 11.3% 35.4% 5,150 18.3% NA 7.4x 7.3x 6.5x 21.0x 20.5x 18.3x Primo Water Corporation U.S. 10.26 67% 1,606 2,891 2,395 2.6% 15.3% 3,391 2.2% 4.4x 1.2x 1.4x 1.4x 7.9x 8.8x 7.8x National Beverage Corp. U.S. 50.23 86% 2,342 2,122 978 8.7% 18.7% 589 16.8% NA 2.2x 2.2x 2.3x 11.6x 12.5x 13.4x Farmer Bros. Co. U.S. 9.24 43% 159 241 580 1.6% 2.8% 437 -2.2% 6.0x 0.4x 0.4x 0.4x 15.0x 11.2x 7.1x

Median 83% 32,546 31,245 4,201 2.1% 19.8% 5,150 7.3% 4.4x 3.1x 3.2x 3.0x 15.5x 14.4x 13.4x Mean 76% 64,933 76,280 17,816 3.4% 22.6% 33,926 7.7% 4.0x 3.6x 3.7x 3.5x 14.8x 15.1x 13.4x

Alcoholic Beverages Constellation Brands, Inc. U.S. 164.69 78% 31,480 44,300 8,344 6.7% 10.6% 27,323 6.0% 4.2x 5.3x 5.8x 5.6x NA 15.7x 14.4x Brown-Forman Corporation U.S. 62.20 85% 29,740 30,891 3,398 2.0% 35.5% 5,518 13.0% 1.8x 9.1x 9.2x 9.2x 25.6x 26.3x 25.4x Molson Coors Beverage Company U.S. 41.01 66% 8,882 18,464 10,379 20.8% 21.2% 28,461 2.7% 4.4x 1.8x 1.9x 1.9x 8.4x 9.8x 8.9x The Boston Beer Company, Inc. U.S. 466.51 98% 5,616 5,658 1,329 7.7% 16.2% 1,194 9.8% 0.2x 4.3x 3.8x 3.2x 26.3x 24.6x 19.1x

Median 82% 19,311 24,678 5,871 7.2% 18.7% 16,421 7.9% 3.0x 4.8x 4.8x 4.4x 25.6x 20.1x 16.7x Mean 82% 18,930 24,828 5,862 9.3% 20.9% 15,624 7.9% 2.6x 5.1x 5.2x 5.0x 20.1x 19.1x 16.9x

Source: S&P Global Market Intelligence as of April 30, 2020; for definitions, refer to page 18 20 Food and Beverage M&A Landscape | Spring 2020 About Our Food and Beverage Corporate

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